The overarching goal of the proposed research is to identify pathways by which urban, low-income minority youth attain adaptive mental health and achievement motivation outcomes. The first set of study hypotheses focuses on the joint contributions of subjective experiences with poverty and perceived racial discrimination to the psychological well-being and achievement motivation of urban adolescents. The second set of hypotheses addresses the notion that adolescents' school-based experiences with competence, autonomy, and relatedness serve as protective factors against these risks, thereby moderating associations between race- and poverty-related stressors and adolescents' mental health and achievement motivation. Survey data will be collected from 600 ethnic minority adolescents (African American, Asian/Asian American, and Latino) enrolled in tenth grade at large urban high schools in the Los Angeles Unified School District, and from their mathematics, science, and English teachers. Participants will complete measures to assess subjective experiences with poverty, perceived racial discrimination, educational values, perceptions of barriers to upward mobility, mental health, academic identity, and scholastic behaviors and goals. Latent variable structural equation modeling, path analysis, and multiple group analysis will be used to test study hypotheses. Results of the study will have implications for educational and social policy designed to ensure that urban, low-income minority youth reach their full socioemotional and academic potential. Relevance to Public Health: It is widely documented that urban, low-income minority youth are at greater risk for experiencing academic and socioemotional difficulties than their White middle class counterparts. This study examines the joint contributions of poverty, discrimination, and school experiences to the academic and psychological well- being of adolescents in this group.